Exhibit 10.20
AMENDMENT TWO TO
EMPLOYMENT AGREEMENT
This Amendment Two is made this 1st day of July, 2003 to that certain
Employment Agreement and Amendment One to Employment Agreement by and between
American Prepaid Professional Services, Inc. ("American Prepaid") and Xxxx
Xxxxxxx (the "Executive") dated the 22nd day of November, 1999 and 7th day of
March, 2003, respectively.
WHEREAS, American Prepaid and Executive mutually desire to amend certain of
the terms of the above-referenced Employment Agreement and Amendment One, copies
of which are attached hereto in their entirety and are incorporated herein by
this reference as Exhibits "A" and "B" (the "Employment Agreement"); and
WHEREAS, the parties desire to extend the term of said Employment Agreement
for an additional three (3) years, as well as mutually amend other terms of said
Employment Agreement as provided for below:
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
1. The terms and conditions of that certain Employment Agreement and
Amendment One to Employment Agreement dated as of 22nd day of November, 1999 and
7th day of March, 2003, respectively, by and among American Prepaid and
Executive are hereby confirmed in their entirety with the exception that to the
extent the terms and conditions of this Amendment Two are in conflict with the
terms and conditions of the Employment Agreement and Amendment One to Employment
Agreement, the terms of this Amendment Two shall govern.
2. It is the desire of the parties to extend the term of the Employment
Agreement by an additional three (3) years and, accordingly, amend Xxxxxxxxx 0,
Xxxx of Employment, to now read in its entirety as follows:
Term of Employment. The term of the Executive's employment pursuant to this
Agreement shall be effective as of the date of this Amendment One to
Employment Agreement, and shall remain in effect until November 22, 2007 or
until terminated in accordance with Section 6 of the Employment Agreement.
The period during which the Executive serves as an employee of American
Prepaid or any of its subsidiary operations in accordance with and subject
to the provisions of this Agreement is referred to in this Agreement as the
"Term of Employment."
3. It is the desire of the parties to include the title of the Executive as
of the date of this Amendment Two and, accordingly, amend Paragraph 3, Duties,
to now read in its entirety as follows:
Duties. During the Term of Employment, the Executive (a) shall serve as an
officer of American Prepaid with the current title as of the date of this
Amendment One of Senior Vice President and Chief Actuary, (b) shall perform
such duties and responsibilities as may be reasonably determined by the
President of American Prepaid consistent with the Executive's position as
an officer of American Prepaid, provided that such duties and
responsibilities shall be within the general area of the Executive's
experience and skills, (c) upon the request of the Board of Directors of
American Prepaid, shall serve as an officer of any of its subsidiaries; and
(d) shall render all services incident to the foregoing. The Executive
agrees to use his best efforts in, and shall devote his full working time,
attention, skill and energies to, the advancement of the interests of
American Prepaid, CompDent Corporation n/k/a CompBenefits Corporation
(parent company of American Prepaid), and their subsidiaries and Affiliates
and the performance of his duties and responsibilities hereunder.
4. It is the desire of the Parties to reflect Executive's current Base
Salary and, accordingly, amend paragraph 4(a), Compensation, in its entirety to
now read as follows:
(a) During the Term of Employment, American Prepaid shall pay the Executive
a salary (the "Base Salary") at an annual rate as shall be determined from time
to time by the President of American Prepaid, provided, however, that such rate
per annum shall not be less than $200,000. Such salary shall be subject to
withholding under applicable law and shall be payable in periodic installments
in accordance with American Prepaid's usual practice for its executives, as in
effect from time to time.
IN WITNESS WHEREOF, the parties have signed this Amendment Two as of the
day and year first above written.
AMERICAN PREPAID EXECUTIVE
PROFESSIONAL SERVICES, INC.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxx Xxxxx Xxxx Xxxxxxx
Title: President & Chief Operating
Officer
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